OPTEX GROUP is keenly aware that our greatest mission is to continuously enhance our corporate values while acquiring the trust of our shareholders, and investors as well as our customers and society. In order to realize this, OPTEX GROUP is committed to maintaining its management system and strengthening the management monitoring functions which enable the promotion of management transparency and fair and immediate decision making, positioning the fulfillment of corporate governance as one of our most significant challenges for management.
Sharholders Meeting
Organizational Composition and Operation
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Organization Form
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Company with Audit & Supervisory Committee
Directors
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Maximum Number of Directors Stipulated in Articles of Incorporation
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13
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Term of Office Stipulated in Articles of Incorporation
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One year
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Chairperson of the Board
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President
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Number of Directors
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11
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Nomination of Outside Directors
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Nominated
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Number of Outside Directors
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4
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Number of Independent Outside Directors
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4
Number of Independent Outside Directors
- Name
- Yukinori Kuwano
- Membership of Supervisory Committee
- ○
- Designation as Independent Director
- ○
- Reasons for Appointment
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Mr. Kuwano was an outside member of the Audit & Supervisory Committee of the Company from March 1994 until October 2000. He has no relationship of special interest with the Company and is appointed as Outside Director for the purpose of further enhancing the Company’s auditing system. He is expected to provide sound advice from an independent standpoint based on abundant experience of and extensive insight into corporate management accumulated through his professional experience as a representative director of a large electronics manufacturer.
In addition, the Company designates him as Independent Officer because he does not come under an executing person, etc. of the Company, its Group or major business partners and because it has been concluded that he would not be likely to cause any conflicts of interest with general shareholders.
- Name
- Tsutomu Ozako
- Membership of Supervisory Committee
- ○
- Designation as Independent Director
- ○
- Reasons for Appointment
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Mr. Ozako has worked as full-time corporate auditor at a large electronics manufacturer and was an outside member of the Audit & Supervisory Committee of the Company from March 2012 until June 7, 2016. As he has no relationship of special interest with the Company and has an independent standpoint based on extensive insight and abundant experience as corporate auditor of another company, he is appointed as Outside Director for the purpose of further enhancing the Company’s auditing system.
In addition, the Company designates him as Independent Officer because he does not come under an executing person, etc. of the Company, its Group or major business partners and because it has been concluded that he would not be likely to cause any conflicts of interest with general shareholders.
- Name
- Yasushi Sakemi
- Membership of Supervisory Committee
- -
- Designation as Independent Director
- ○
- Reasons for Appointment
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Mr. Sakemi has worked over many years as a lawyer and has developed deep operational experience and insight and advanced legal knowledge. As he is expected to appropriately provide advice based on the above, the Company considers him to be a suitable candidate to act as an Outside Director of the Company, with an eye on enhancing the Group’s corporate governance and continuous improvement of its corporate value.
In addition, the Company designates him as Independent Officer because he does not come under an executing person, etc. of the Company, its Group or major business partners and because it has been concluded that he would not be likely to cause any conflict of interest with general shareholders.
- Name
- Minoru Kida
- Membership of Supervisory Committee
- ○
- Designation as Independent Director
- ○
- Reasons for Appointment
- Mr. Kida has worked over many years as a certified public accountant and a certified tax accountant, is currently engaging in audit operations of listed companies and has developed broad insight and abundant knowledge and experience. As he is expected to appropriately provide advice based on the above, the Company considers him to be a suitable candidate to act as an Outside Director who is a member of the Audit & Supervisory Committee with an eye on the enhancement of the Group’s audit systems.
In addition, the Company designates him as Independent Officer because he does not come under an executing person, etc. of the Company, its Group or major business partners and because it has been concluded that he would not be likely to cause any conflict of interest with general shareholders.
Audit & Supervisory Committee
Committee’s Composition and Attributes of Chairperson
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- Audit & Supervisory Committee
- All Committee Members
- 4
- Full-time Members
- 1
- Inside Directors
- 1
- Outside Directors
- 3
- Chairperson
- Full-time
Voluntary Establishment of Nomination/Compensation Committee
Committee’s Name, Composition, and Attributes of Chairperson
- Committee Corresponding to Nomination Committee
- Committee’s Name
- Nomination Advisory Committee
- All Committee Members
- 3
- Full-time Members
- 0
- Inside Directors
- 1
- Outside Directors
- 2
- Outside Experts
- 0
- Other
- 0
- Chairperson
- Outside Directors
- Committee Corresponding to Compensation Committee
- Committee’s Name
- Compensation Advisory Committee
- All Committee Members
- 3
- Full-time Members
- 0
- Inside Directors
- 1
- Outside Directors
- 2
- Outside Experts
- 0
- Other
- 0
- Chairperson
- Outside Directors